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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Here's the situation summarised: A friend of mine Celia

Resolved Question:

Here’s the situation summarised:
A friend of mine Celia asked me to join her company as Managing Director back in July last year to which she proposed a significant amount of shares in the business if I joined (49% over a 3 year vesting period). This proposal was then revisited with a significant decrease in the quantity of shares about a month ago (down to 25% over 2 years).
I came back from holiday on Tuesday to meet with Celia who has now decided to revoke the proposal saying that the business has grown immensely and now she feels that a MD of more experience is required to take the business to the next stage.
She has offered me a settlement which is significantly less than what I would have earned under the share/dividend route (this year has been highly profitable).
Celia and myself have in place a draft Heads of Terms Agreement which has been agreed in principal but it was never put into a signed contract (jut a Word doc). I have emails back and forth between us saying that we both agreed to the deal (with it attached on the emails) and it’s effectively been in ‘place’ since I started but we hadn’t got round to getting it signed.
What I’m trying to ascertain is how enforceable is the Heads of Terms even though it hasn’t been signed? Does the fact that we’ve been working to that agreement mean it can be held up?
Secondly, in the Heads of Terms the following statement exists:
"If you choose to leave before the 3 year vesting period is over, your equity will be revoked. You will however still keep your bonuses to that point. If you for any reason were let go in this period i.e. not performing your role as MD, you would also loose your equity.”
As you can see there is also some ambiguity in this statement around if I get to keep the bonuses from this year if I was let go. I understand that I would lose my shares but it’s not clear if I lose my dividend/bonus on being let go.
I’m effectively trying to work out if I can enforce the Heads of Terms and hopefully get the dividend payment/bonus for this year instead of the offer she has put on the table.
If you might know anyone who could advise that would be amazing. Thank you so much for you help, really appreciate it.
Thanks
David
Submitted: 1 year ago.
Category: Law
Expert:  Nicola-mod replied 1 year ago.
Hello,
I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.
I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Nicola
Expert:  Nicola-mod replied 1 year ago.
Hello,
I apologise as we have not yet been able to find a Professional to assist you. Do you wish for me to continue to search for someone to assist you or would you like for us to close your question at this time?
Thank you for your patience,
Nicola
Customer: replied 1 year ago.
I'm happy to wait until Tuesday. Thank you
Expert:  Nicola-mod replied 1 year ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you with this.
Do you have any shares? If so, do you have a shareholder agreement?
Alex
Customer: replied 1 year ago.
Hi Alex, as it's the first year I don't own any shares. The intention was that I would be given shares at the end of the first year (year is July).
Thanks
Expert:  Ash replied 1 year ago.
You have been asked to leave early then?
Did you email and say you accept the agreement?
Alex
Customer: replied 1 year ago.
Yes that is correct.
On the original email she sent it to me and stated "In its most simple form the deal for me is.."
But unfortunately I don't have anything from me clearly stating acceptance.
Expert:  Ash replied 1 year ago.
You could argue that by conduct it has been accepted. No doubt they will say that it was not accepted because nothing is in writing. But I think you have some argument here by showing that you were working to those terms.
I think you would still keep your bonus to the point you left. The agreement says up until this point, not beyond. So I do not think you could claim for future bonuses only those up to and including when you have been requested to leave.
Can I clarify anything for you about this today please?
Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
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Expert:  Ash replied 1 year ago.
If this answers your question could I invite you rate my answer before you leave today.
If the system won’t let you please click reply.
Please bookmark my profile if you wish for future help: http://www.justanswer.co.uk/law/expert-alexwatts/

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